8-K/ALeadership Changes

BECTON DICKINSON & CO 8-K/A Report, Executive Changes (Aug 30, 2021)

Filed August 30, 2021For Securities:BDX

Summary

This filing is an amendment to a previous 8-K and primarily addresses changes in Becton, Dickinson and Company's (BDX) executive leadership, specifically the CFO transition and the retirement of the current CFO, Christopher Reidy. The key takeaway for investors is the planned succession of the Chief Financial Officer role, with Christopher DelOrefice stepping into the position effective September 6, 2021. This transition is accompanied by a phased retirement plan for Mr. Reidy, who will remain with the company in a Chief Administrative Officer capacity until his full retirement by March 31, 2022. His continued involvement is critical for overseeing information technologies, global shared services, and, importantly, leading the spin-off of BDX's Diabetes Care business.

Key Highlights

  • 1Christopher DelOrefice appointed as Executive Vice President and Chief Financial Officer, effective September 6, 2021, succeeding Christopher Reidy.
  • 2Current CFO, Christopher Reidy, will transition to Executive Vice President and Chief Administrative Officer until his retirement.
  • 3Mr. Reidy's retirement is scheduled for no later than March 31, 2022, following the execution of the Diabetes Care business spin-off.
  • 4Mr. Reidy will play a key role in managing the spin-off of the Diabetes Care business into an independent company.
  • 5Mr. Reidy's compensation is adjusted during the transition period, with a reduced base salary and bonus target from January 1, 2022.
  • 6Mr. Reidy's annual equity-based compensation award for November 2021 will be significantly reduced from $3.3 million to $700,000.
  • 7The spin-off of the Diabetes Care business remains subject to customary conditions, including board and regulatory approvals.

Frequently Asked Questions

Christopher DelOrefice has been elected as the new Executive Vice President and Chief Financial Officer, effective September 6, 2021.

Christopher Reidy will continue as Executive Vice President and Chief Administrative Officer until December 31, 2021, overseeing IT and global shared services, and leading the spin-off of the Diabetes Care business. He will then focus solely on the spin-off until his retirement, expected by March 31, 2022.

From September 6 to December 31, 2021, his salary and bonus target remain unchanged. From January 1, 2022, until his retirement, his base salary will be halved, and his bonus target will be reduced from 90% to 70% of his base salary. His equity award for November 2021 will also be significantly reduced.

The spin-off is still in progress and is subject to customary conditions, including final Board of Directors approval, regulatory approvals, and the effectiveness of a filed Form 10 registration statement with the SEC. Christopher Reidy will be instrumental in its execution.